EX-99.77O RULE 10F-3 2 form10f3.txt FORM10F3 FORM 10f-3 FUND: UBS PACE Intermediate Fixed Income Investments Adviser or Sub-Adviser: Blackrock 1.Issuer: SUMITOMO MITSUI BANKING CORPORATION 2.Date of Purchase: 7/15/2005 3.Date offering commenced: 7/15/2005 4.Underwriters from whom purchased: SUMITOMO MITSUI BANKING CORPORATION 5.Affiliated Underwriter managing or participating in syndicate: UBS Limited 6.Aggregate principal amount or number of shares purchased: $325,000 7.Aggregate principal amount or total number of shares of offering: $1,350,000,000 8.Purchase price net of fees and expenses: 99.473 9.Initial public offering price: 99.473 10.Commission, spread or profit: 0.750% 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c.The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. X e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Christopher Lewis Date: 08/02/05 Print Name: Christopher Lewis FORM 10f-3 FUND: UBS PACE Intermediate Fixed Income Investments Adviser or Sub-Adviser: Blackrock 1.Issuer: SLM STUDENT LOAN TRUST 2.Date of Purchase: 09/08/2005 3.Date offering commenced: 09/08/2005 4.Underwriters from whom purchased: Merrill Lynch & Co. 5.Affiliated Underwriter managing or participating in syndicate: UBS Investment Bank 6.Aggregate principal amount or number of shares purchased: $3,300,000 7.Aggregate principal amount or total number of shares of offering: $406,791,000 8.Purchase price net of fees and expenses: 99.973 9.Initial public offering price: 99.973 10.Commission, spread or profit: 0.175% 11 Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c.The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. x e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/Runmei Cai Date: 10/13/05 Print Name: Runmei Cai FORM 10f-3 FUND: UBS PACE Intermediate Fixed Income Investments Adviser or Sub-Adviser: Blackrock 1.Issuer: NUVEEN INVEST 2.Date of Purchase: 09/07/2005 3.Date offering commenced: 09/07/2005 4.Underwriters from whom purchased: CITIGROUP 5.Affiliated Underwriter managing or participating in syndicate: UBS Limited 6.Aggregate principal amount or number of shares purchased: $400,000 7.Aggregate principal amount or total number of shares of offering: $300,000,000 8.Purchase price net of fees and expenses: 99.498 09.Initial public offering price: 99.498 10.Commission, spread or profit: 0.650% 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c.The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. X e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor have been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by Brinson Advisors or the Fund's Sub-Adviser, if applicable,did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Runmei Cai Date: 10/13/05 Print Name: Runmei Cai FORM 10f-3 FUND: UBS PACE Strategic Fixed Income Investments Adviser or Sub-Adviser: PIMCO 1.Issuer: SUMITOMO MITSUI BANKING CORP CUSIP 865622AB0 2.Date of Purchase: 7/15/05 3.Date offering commenced: 7/15/05 4.Underwriters from whom purchased: Goldman Sachs & Co. 5."Affiliated Underwriter" managing or participating in syndicate: UBS 6.Aggregate principal amount or number of shares purchased: $Par 2,300,000 in Account; 73,000,000 across all PIMCO Accounts 7.Aggregate principal amount or total number of shares of offering: $1,350,000,000 8.Purchase price net of fees and expenses: 99.473 9.Initial public offering price: 99.473 10.Commission, spread or profit: SPR @ FPR 150.00 vs. T 4 1/8 05/15 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c.The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. X e The commission, spread or profit was reasonable and fair in relation to thatbeing received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment ompanies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/Lana M. Moy Date: 8/8/05 Print Name: Lana M. Moy FORM 10f-3 FUND: UBS PACE Municipal Fixed Income Investments Adviser or Sub-Adviser: Standish Mellon Asset Management 1.Issuer: Garden State Tobacco AMBAC CA 2.Date of Purchase: 7/28/053. Date offering commenced: 7/28/05 4.Underwriters from whom purchased: Bear Stearns 5.Affiliated Underwriter managing or participating in syndicate: UBS 6.Aggregate principal amount or number of shares purchased: $1,200,000 7.Aggregate principal amount or total number of shares of offering: $3,140,563,000 8.Purchase price net of fees and expenses: 109.924 9.Initial public offering price: 109.924 10.Commission, spread or profit: 3/8% $9,500 11.Have the following conditions been satisfied? YE NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c.The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. x e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Christine Todd Date: 8/10/05 Print Name: Christine Todd FORM 10f-3 FUND: UBS PACE Intermediate Fixed Income Investments Adviser or Sub-Adviser: Blackrock 1.Issuer: Boston Scientific Corporation 2.Date of Purchase: 11/14/2005 3.Date offering commenced: 11/14/2005 4.Underwriters from whom purchased: JP Morgan Securities Inc. 5.Affiliated Underwriter" managing or participating in syndicate: UBS Investment Bank 6.Aggregate principal amount or number of shares purchased: $465,000 7.Aggregate principal amount or total number of shares of offering: $400,000,000 8.Purchase price net of fees and expenses: 99.228 9.Initial public offering price: 99.228 10.Commission, spread or profit: 0.650% 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c The securities were purchased at a price not more than the price paid by ach other purchaser in the offering. x d The underwriting was a firm commitment underwriting. x e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. ]Approved: /s/ Runmei Cai Date: 12/13/05 Print Name: Runmei Cai FORM 10f-3 FUND: UBS PACE Intermediate Fixed Income Investments Adviser or Sub-Adviser: Blackrock 1.Issuer: General Electric Capital Corporate 2.Date of Purchase: 11/29/2005 3.Date offering commenced: 11/29/2005 4.Underwriters from whom purchased: Lehman Brothers Inc. 5.Affiliated Underwriter managing or participating in syndicate: UBS Investment Bank 6.Aggregate principal amount or number of shares purchased: $4,280,000 7.Aggregate principal amount or total number of shares of offering: $1,600,000,000 8.Purchase price net of fees and expenses: 99.794 9.Initial public offering price: 99.794 10.Commission, spread or profit: 0.300% 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c the securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. x e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f.The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h.No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/Runmei Cai Date: 12/13/05 Print Name: Runmei Cai FORM 10f-3 FUND:UBS PACE Intermediate Fixed Income Investments Adviser or Sub-Adviser: Blackrock 1.Issuer: Comcast Corp 2.Date of Purchase: 11/08/2005 3.Date offering commenced: 11/08/2005 4.Underwriters from whom purchased: Barclays Capital . 5.Affiliated Underwriter managing or participating in syndicate: UBS Investment Bank 6.Aggregate principal amount or number of shares purchased: $1,525,000 7.Aggregate principal amount or total number of shares of offering: $500,000,000 8.Purchase price net of fees and expenses: 99.913 9.Initial public offering price: 99.913 10.Commission, spread or profit: 0.259% 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c.The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d The underwriting was a firm commitment underwriting. x e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the c apitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/Runmei Cai Date: 12/13/05 Print Name: Runmei Cai FORM 10f-3 FUND: UBS PACE Municipal Fixed Income Investments Adviser or Sub-Adviser: Standish Mellon Asset Mgt. 1.Issuer: Northern CA Tobacco 2.Date of Purchase: 12/2/05 3.Date offering commenced: 12/2/05 4.Underwriters from whom purchased: Bear Stearns 5.Affiliated Underwriter managing or participating in syndicate: UBS 6.Aggregate principal amount or number of shares purchased: $1,000,000 7.Aggregate principal amount or total number of shares of offering: $219,685,000 8.Purchase price (net of fees and expenses): 97.107 9.Initial public offering price: 97.107 10.Commission, spread or profit: 5/8% $6,250 11.Have the following conditions been satisfied? YES NO a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public. x b.The securities were purchased prior to the end of the first day on which any sales are made or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated. x c The securities were purchased at a price not more than the price paid by each other purchaser in the offering. x d.The underwriting was a firm commitment underwriting. x e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period. x f The issuer of the securities and any predecessor has been in continuous operations for not less than three years. x g The amount of such securities purchased by the Fund and all investment companies advised by UBS Global AM or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount of the offering sold. x h No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Christine Todd Date: 1/10/06 Print Name: Christine Todd DC - 406537.1